SC TO-I

As filed with the Securities and Exchange Commission on June 11, 2003  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ANSWERTHINK, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Certain Options to Purchase Shares of Common Stock Granted Under the

Answerthink, Inc. 1998 Stock Option and Incentive Plan

(Title of Class of Securities)

036916 10 4

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Frank A. Zomerfeld, Esq.

General Counsel

Answerthink, Inc.

1001 Brickell Bay Drive

Suite 3000

Miami, Florida 33131

(305) 375-8005

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing person)

Copy to:

James E. Showen, Esq.

John B. Beckman, Esq.

Hogan & Hartson L.L.P.

555 Thirteenth St., N.W.

Washington, D.C. 20004-1109

(202) 637-5600

CALCULATION OF FILING FEE
Transaction valuation*	Amount of filing fee*
$8,293,832	$670.97

* Calculated solely for purposes of determining the filing fee. This amount assumes that stock options to purchase 4,070,161 shares of common stock of Answerthink, Inc., representing all of the options that are eligible to participate in the offer as described herein, will be exchanged pursuant to this offer. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is based on the product of (a) the value of such options calculated based on the Black-Scholes option pricing model as the transaction value ($8,293,832), multiplied by (b) $80.90 per $1,000,000 of the transaction value.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable.	Filing party:	Not applicable.
Form or Registration No.:	Not applicable.	Date filed:	Not applicable.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

Item 1.    Summary Term Sheet.

The information set forth under “Summary Term Sheet” in the Offer to Exchange Outstanding Options for Restricted Stock Units dated June 11, 2003 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

Item 2.    Subject Company Information.

(a)    The name of the issuer is Answerthink, Inc., a Florida corporation, (the “Company”), and the address of its principal executive offices is 1001 Brickell Bay Drive, Suite 3000, Miami, Florida, 33131. The information set forth in the Offer to Exchange under “Information Concerning Answerthink, Inc.” is incorporated herein by reference.

(b)    This Tender Offer Statement on Schedule TO relates to an offer by the Company to its employees to exchange, for compensatory purposes, all Eligible Options (as defined below) for restricted stock units (the “Restricted Stock Units”) that will represent the right to receive shares of common stock of the Company and will be granted under the Answerthink 1998 Stock Option and Incentive Plan (the “Plan”) upon the terms and subject to the conditions described in the Offer to Exchange and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Exchange, as they may be amended from time to time, the “Offer”) The Letter of Transmittal is attached hereto as Exhibit (a)(1)(B). “Eligible Options” means all outstanding options to purchase shares of the Company’s common stock, par value $.001 per share, which have an exercise price per share of $2.80 or more and were granted under the Plan. An option holder is an “Eligible Employee” if he or she (i) holds Eligible Options, (ii) was hired by or before July 4, 2002, (iii) is an active employee of, or on an approved leave of absence from, Answerthink or one of its subsidiaries on both the date of the Offer and the expiration date of the Offer; and (iv) is a senior director, managing director or an executive officer of Answerthink.

As of May 31, 2003, there were Eligible Options to purchase 4,070,161 shares of the Company’s common stock.

The information set forth in the Offer to Exchange under “Summary Term Sheet”, “Number Of Restricted Stock Units; Expiration Date”, “Acceptance of Options for Cancellation; Issuance of Restricted Stock Units”, and “Source and Amount of Consideration; Terms of Restricted Stock Units” is incorporated herein by reference.

(c)    The information set forth in the Offer to Exchange under Section “Price Range of Our Common Stock” is incorporated herein by reference.

Item 3.    Identity and Background of Filing Person

(a)    The information set forth under Item 2(a) above is incorporated herein by reference.

Item 4.    Terms of the Transaction.

(a)    The information set forth in the Offer to Exchange under “Summary Term Sheet”, “Number Of Restricted Stock Units; Expiration Date”, “Procedures; Acceptance of Options”, “Withdrawal Rights”, “Acceptance of Options for Cancellation; Issuance of Restricted Stock Units”, “Conditions of the Offer”, “Source and Amount of Consideration; Terms of Restricted Stock Units”, “Status of Options Accepted for Cancellation by Us in the Offer; Accounting Consequences of the Offer”, “Legal Matters; Regulatory Approvals”, “Material U.S. Tax Consequences”, and “Extension of Offer; Termination; Amendment” is incorporated herein by reference.

(b)    The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” is incorporated herein by reference.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals.

(a)    The information set forth in the Offer to Exchange under “Purpose of the Offer” is incorporated herein by reference.

(b)    The information set forth in the Offer to Exchange under “Acceptance of Options for Cancellation; Issuance of Restricted Stock Units” and “Status of Options Accepted for Cancellation by Us in the Offer; Accounting Consequences of the Offer” is incorporated herein by reference.

(c)    The information set forth in the Offer to Exchange under “Purpose of the Offer” is incorporated herein by reference.

Item 7.    Source and Amount of Funds and Other Consideration.

(a)    The information set forth in the Offer to Exchange under “Status of Options Accepted for Cancellation by Us in the Offer; Accounting Consequences of the Offer” and “Fees and Expenses” is incorporated herein by reference.

(b)    The information set forth in the Offer to Exchange under “Conditions of the Offer” is incorporated herein by reference.

(c)    Not applicable.

(d)    Not applicable.

Item 8.    Interests in Securities of the Subject Company.

(a)    The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” is incorporated herein by reference.

(b)    The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” is incorporated herein by reference.

Item 9.    Persons/Assets, Retained, Employed, Compensated or Used.

(a)    Not applicable.

(b)    Not applicable.

Item 10.    Financial Statements.

(a)    The information set forth in the Offer to Exchange under “Information About Answerthink” and “Additional Information”, and on pages 22 through 43 of the Company’s Annual Report on Form 10-K for the fiscal year for the fiscal year ended January 3, 2003, and pages 3 through 9 in the Company’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2003, is incorporated herein by reference.

(b)    Not applicable.

Item 11.    Additional Information.

(a)    The information set forth in the Offer to Exchange under “Interests of Directors and Officers; Transactions and Arrangements About the Options” and “Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(b)    Not applicable.

Item 12.    Exhibits.

(a)	(1	)	(A	)	Offer to Exchange dated June 11, 2003.
			(B	)	Form of Letter of Transmittal.
			(C	)	Form of Notice of Withdrawal.
			(D	)	Form of Letter to Eligible Option Holders Regarding Offer.
			(E	)	Cover Letter Regarding Offer.
			(F	)	Answerthink, Inc. Annual Report on Form 10-K for its fiscal year ended January 3, 2003, filed with the Securities and Exchange Commission on March 31, 2003 and incorporated herein by reference.
			(G	)	Answerthink, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended April 4, 2003, filed with the Securities and Exchange Commission on May 16, 2003 and incorporated herein by reference.
			(H	)	Answerthink, Inc. Definitive Proxy Statement on Schedule 14A for the Answerthink, Inc. 2003 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 7, 2003 and incorporated herein by reference.
(b)					Not applicable.
(d)	(1	)			Form of Restricted Stock Unit Agreement.
	(2	)			Answerthink, Inc. 1998 Stock Option and Incentive Program, previously filed with the Commission as Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (333-48123) on May 7, 1998, and incorporated herein by reference.
(g)					Not applicable.
(h)					Not applicable.

Item 13.    Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Answerthink, Inc.
	/s/    Ted A. Fernandez
	Ted A. Fernandez Chairman and Chief Executive Officer

Date: June 11, 2003

INDEX TO EXHIBITS

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
(a)(1)(A)	Offer to Exchange dated June 11, 2003.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Form of Notice of Withdrawal.
(a)(1)(D)	Form of Letter to Eligible Option Holders Regarding Offer.
(a)(1)(E)	Cover Letter Regarding Offer.
(a)(1)(F)	Answerthink, Inc. Annual Report on Form 10-K for its fiscal year ended January 3, 2003, filed with the Securities and Exchange Commission on March 31, 2003 and incorporated herein by reference.
(a)(1)(G)	Answerthink, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended April 4, 2003, filed with the Securities and Exchange Commission on May 16, 2003 and incorporated herein by reference.
(a)(1)(H)	Answerthink, Inc. Definitive Proxy Statement on Schedule 14A for the Answerthink, Inc. 2003 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 7, 2003 and incorporated herein by reference.
(b)	Not applicable.
(d)(1)	Form of Restricted Stock Unit Agreement.
(d)(2)	Answerthink, Inc. 1998 Stock Option and Incentive Program, previously filed with the Commission as Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (333-48123) on May 7, 1998 and incorporated herein by reference.
(g)	Not applicable.
(h)	Not applicable.

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

ANSWERTHINK, INC.

OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR RESTRICTED STOCK UNITS

THIS OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE

AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON JULY 14, 2003,

UNLESS THE OFFER IS EXTENDED

Answerthink, Inc. (“Answerthink,” “we,” “our,” or “us”) is offering Eligible Employees (as defined below) the opportunity to receive restricted stock units (the “Restricted Stock Units”), which will represent the right to receive shares of our common stock upon vesting, in exchange for options to purchase shares of our common stock having an exercise price of $2.80 or more (the “Eligible Options”) granted under the Answerthink, Inc. 1998 Stock Option and Incentive Plan (the “Plan”).

We are making this offer upon the terms and subject to the conditions described in this Offer to Exchange and the related Letter of Transmittal (together, as amended or supplemented from time to time, the “Offer”). You are eligible to participate in the Offer (“Eligible Employees”) if you (i) hold Eligible Options, (ii) were hired by us on or before July 4, 2002, (iii) are an active employee of, or on an approved leave of absence from, Answerthink or one of its subsidiaries on both the date hereof and the Expiration Date (as defined below), and (iv) are a senior director, a managing director or an executive officer of Answerthink.

IF YOU DECIDE TO ACCEPT THIS OFFER WITH RESPECT TO ANY ELIGIBLE OPTIONS, YOU MUST TENDER ALL OF YOUR ELIGIBLE OPTIONS.

You may tender your Eligible Options at any time prior to 11:59 p.m., Eastern Time, on Tuesday, July 14, 2003 (such date, or such later date to which we extend the Offer as described herein, the “Expiration Date”), by following the procedures listed in
Section 3.

Each Restricted Stock Unit, as described further in this Offer to Exchange, represents the right to receive a share of our common stock if certain conditions are met. Restricted Stock Units are subject to forfeiture and other restrictions until they vest, at which time the related shares of common stock will be distributed to you without restrictions. The Restricted Stock Units will be subject to the terms of a Restricted Stock Unit Agreement between each tendering option holder and Answerthink. You will receive one Restricted Stock Unit for each Eligible Option you tender pursuant to this Offer.

So long as you remain employed with Answerthink or its subsidiaries, the Restricted Stock Units will vest in three installments over a four-year period with fifty percent (50%) vesting on or about July 14, 2005, twenty-five percent (25%) vesting on or about July 14, 2006, and twenty-five percent (25%) vesting on or about July 14, 2007. Even if your options are currently vested, the Restricted Stock Units you receive will be subject to this vesting schedule. The Restricted Stock Units may vest early upon the occurrence of certain events described in Section 8. YOU WILL NOT BE GIVEN CREDIT FOR VESTING AS A RESULT OF SERVICE WITH ANSWERTHINK PRIOR TO THE DATE THE RESTRICTED STOCK UNITS ARE GRANTED. IF YOUR EMPLOYMENT IS TERMINATED PRIOR TO THE VESTING DATE OF THE RESTRICTED STOCK UNITS, YOU WILL FORFEIT ALL OF THE RESTRICTED STOCK UNITS THAT HAVE NOT YET VESTED. IF YOU TAKE ACTION IN COMPETITION WITH ANSWERTHINK WHILE EMPLOYED OR WITHIN SIX MONTHS AFTER TERMINATION OF YOUR EMPLOYMENT, YOU SHALL BE REQUIRED TO FORFEIT TO ANSWERTHINK A NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE NUMBER OF SHARES IN WHICH YOU VESTED DURING THE SIX-MONTH PERIOD PRECEDING YOUR TERMINATION OF SERVICE, OR IF ANY OR ALL OF SUCH SHARES HAVE BEEN SOLD, YOU MUST PAY TO THE COMPANY AN AMOUNT EQUAL TO THE

AGGREGATE VALUE THAT YOU REALIZED ON THE SALE OF SUCH SHARES. See Section 8. As further described in this Offer to Exchange, when your Restricted Stock Units vest, we expect to utilize a portion of the shares otherwise distributable to you to satisfy your withholding tax obligation.

Any options you hold other than Eligible Options will remain outstanding whether or not you participate in the Offer. If you choose not to participate in the Offer, all of your Eligible Options will remain outstanding on their current terms and conditions.

If your employment is terminated for any reason (including death or disability) after you tender Eligible Options pursuant to the Offer but prior to the Expiration Date, your participation in the Offer will be automatically cancelled and you will not receive any Restricted Stock Units. In this case, your Eligible Options will be treated as if they had not been tendered, and your Eligible Options will remain outstanding on their existing terms and conditions, including the applicable termination provisions contained in the existing stock option agreements between you and us.

Although our Board of Directors (the “Board”) has authorized this Offer, none of Answerthink, the Board or the Compensation Committee of the Board (the “Compensation Committee”) makes any recommendation as to whether you should tender your options for exchange. The Board recognizes that the decision to tender is an individual one that should be based on a variety of factors. You should consult with your personal advisors if you have questions about your financial or tax situation.

Shares of our common stock are quoted on the Nasdaq National Market under the symbol “ANSR.” On June 10, 2003, the closing price of our common stock on the Nasdaq was $2.46 per share. We recommend that you obtain current market quotations for our common stock before deciding whether to tender your options for exchange.

IMPORTANT INFORMATION

If you wish to tender your Eligible Options for exchange, you must complete and sign the Letter of Transmittal and the Restricted Stock Unit Agreement in accordance with the instructions for each and mail or otherwise deliver them to Answerthink, Inc., Human Resources, Attn: Diane Tuccito, 817 W. Peachtree St., Suite 800, Atlanta, GA 30308 (telephone: (404) 682-2444). We recommend that if you choose to mail your Letter of Transmittal and Restricted Stock Agreement, you send them by certified or registered mail with return receipt requested. Interoffice mail is not recommended since it cannot be tracked. Facsimiles will not be accepted. Please keep a copy of all documents. You assume the risk of, and will be responsible for, any lost or delayed mail, whether interoffice or otherwise.

This offer is not being made to, nor will any tender of options be accepted from or on behalf of, option holders in any jurisdiction in which the making of this offer or the acceptance of any tender of options would not be in compliance with the laws of such jurisdiction. However, we may, in our sole discretion, take such actions as we may deem necessary for us to make this offer to option holders in such jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU

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MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR AUTHORIZATION AS HAVING BEEN AUTHORIZED BY US.

THE DATE OF THIS OFFER TO EXCHANGE IS JUNE 11, 2003.

A “SUMMARY TERM SHEET” DESCRIBING THE PRINCIPAL TERMS OF THE OFFER FOLLOWS THE TABLE OF CONTENTS. YOU SHOULD READ THIS ENTIRE OFFER TO EXCHANGE, THE RELATED LETTER OF TRANSMITTAL AND THE RESTRICTED STOCK UNIT AGREEMENT CAREFULLY BEFORE DECIDING WHETHER OR NOT TO TENDER YOUR OPTIONS FOR EXCHANGE.

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TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		2
THE OFFER		9
1.	Number of Restricted Stock Units; Expiration Date.	9
2.	Purpose of the Offer.	9
3.	Procedures; Acceptance of Options.	10
4.	Withdrawal Rights.	12
5.	Acceptance of Options for Cancellation; Issuance of Restricted Stock Units.	12
6.	Conditions of the Offer.	13
7.	Price Range of Our Common Stock.	15
8.	Source and Amount of Consideration; Terms of Restricted Stock Units.	15
9.	Information About Answerthink	17
10.	Interests of Directors and Officers; Transactions and Arrangements About the Options.	19
11.	Status of Options Accepted for Cancellation by Us in the Offer; Accounting Consequences of the Offer.	20
12.	Legal Matters; Regulatory Approvals.	20
13.	Material U.S. Tax Consequences.	20
14.	Extension of Offer; Termination; Amendment.	21
15.	Fees and Expenses.	22
16.	Additional Information.	22
17.	Forward Looking Statements; Miscellaneous.	23
SCHEDULE A – Information About Answerthink’s Directors and Executive Officers		A-1

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about this offer. We urge you to read carefully the remainder of this Offer to Exchange, the accompanying Letter of Transmittal and the Restricted Stock Unit Agreement because the information in this summary is not complete. Where appropriate, we have included references to the relevant sections of this Offer to Exchange where you can find a more complete description of the topics in this summary.

Q1:    What Options Are Eligible for Exchange?

We are offering Eligible Employees the opportunity to receive Restricted Stock Units in exchange for all Eligible Options granted under the Plan. Eligible Options are defined as options to purchase shares of Answerthink’s common stock having an exercise price of $2.80 or more. All Eligible Options were granted under the Answerthink, Inc. 1998 Stock Option and Incentive Plan.

Your outstanding grants of options under the Plans are set forth on Schedule B to this offer to exchange.

Q2:    Who May Participate in the Offer?

You are eligible to participate in the Offer if you (i) hold Eligible Options, (ii) were hired by us on or before July 4, 2002, (iii) are an active employee of, or on an approved leave of absence from, Answerthink or one of its subsidiaries on both the date hereof and the Expiration Date and (iv) are a senior director, a managing director or an executive officer of Answerthink.

Q3:    Why Is Answerthink Making the Offer?

We are making this Offer to compensate Eligible Employees for their services and to enhance the retentive and incentive impact of outstanding equity compensation awards. Many of our Eligible Employees have current outstanding options with strike prices that are significantly higher than the current market price of our common stock. We believe in giving our employees long-term performance incentives. These options may not be providing such an incentive at this time.

Q4:    Does Answerthink Plan to Grant New Stock Options During the Offer Period?

No. Because of the required accounting treatment, participants in this Offer whose tendered options are accepted by us for cancellation will not receive any other stock option grants during the six-month period following the Cancellation Date.

Q5:    How Many Restricted Stock Units Will I Receive in Exchange for Eligible Options That I Tender?

You will receive one Restricted Stock Unit for each Eligible Option that you tender pursuant to this Offer.

You will not be required to pay cash for the Restricted Stock Units you receive or the shares of common stock you receive upon the vesting of the Restricted Stock Units. However, when your Restricted Stock Units vest, we expect to utilize a portion of the shares otherwise distributable to you to satisfy your withholding tax obligation. See Section 13.

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Q6:    What Are Restricted Stock Units?

The Restricted Stock Units represent the right to receive shares of our common stock upon vesting. The Restricted Stock Units are considered “restricted” because they are subject to forfeiture and restrictions on transfer prior to vesting and the related distribution of shares. You are not a shareholder as a result of holding Restricted Stock Units, and Restricted Stock Units do not entitle you to vote or receive notices of meeting, and other materials provided to Answerthink stockholders until the Restricted Stock Units vest, at which time the related shares will be distributed to you. The Restricted Stock Units will be granted under the Plan and will be subject to the terms of the Restricted Stock Unit Agreement entered into by you and us. See Section 8. After Restricted Stock Units have vested, and the related shares are distributed to you, you will have stockholder rights (such as voting and dividend rights) with respect to those shares and may transfer or sell the shares, subject to applicable securities laws. See Section 8.

Q7:    When May I Tender My Options in Exchange for Restricted Stock Units?

You may tender options at any time prior to 11:59 p.m., Eastern Time, on Monday, July 14, 2003, or any later expiration date to which we extend the Offer.

Q8:    How Do I Tender My Options?

If you decide to tender your options, your properly completed and duly executed Letter of Transmittal and Restricted Stock Unit Agreement must be received by us prior to 11:59 p.m., Eastern Time, on July 14, 2003, at Answerthink, Inc., Human Resources, Attn: Diane Tuccito, 817 W. Peachtree Street, Suite 800, Atlanta, Georgia 30308 (telephone: (404) 682-2444).

If we extend the offer beyond that time, we must receive your properly completed and duly executed Letter of Transmittal and Restricted Stock Unit Agreement before the extended expiration of the offer. See Section 3.

We reserve the right to reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept properly and timely tendered options which are not validly withdrawn. Subject to our rights to extend, terminate and amend the Offer, we will accept all such properly tendered options promptly after the expiration of the Offer. See Section 3.

We recommend that if you choose to mail your Letter of Transmittal and Restricted Stock Unit Agreement, you send them by certified or registered mail with return receipt requested. Interoffice mail is not recommended since it cannot be tracked. Facsimiles will not be accepted. Please keep a copy of all documents. You assume the risk of, and will be responsible for, any lost or delayed mail, whether interoffice or otherwise.

Q9:    Where do I go to find out the number of options and the strike price of my current outstanding option grants?

This information is set forth on Schedule B to this offer to exchange. Additionally, you can access your stock option information either by phone using the Smith Barney Voice Response Unit, or VRU, or on the Internet by accessing www.benefitaccess.com. If you are using the VRU, you will need your social security number and personal identification number, or PIN, number. The Internet will require entry of your user name and a password.

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Q10:     If I Decide to Exchange Eligible Options, Do I Have to Exchange All of My Options or Can I Just Exchange Some of Them?

If you accept this offer with respect to any Eligible Options, you must tender all Eligible Options. See Section 1.

Q11:     Will Answerthink Accept All Options Offered for Exchange?

We reserve the right to reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, subject to the conditions of the Offer set forth in Section 6, we will accept all options that are properly and timely tendered and not validly withdrawn. Subject to our rights to extend, terminate and amend the Offer, we will accept all such properly tendered options promptly after the expiration of the Offer. See Section 3.

Q12:     Are There Conditions to the Offer?

The Offer is not conditioned on the tender of a minimum number of options. However, the Offer is subject to a number of other conditions with regard to events that could occur before the expiration of the Offer, as described in Section 6.

Q13:     When Will I Receive My Restricted Stock Units and the Related Shares of Common Stock?

If you properly tender Eligible Options and we accept all options tendered, the grant of the Restricted Stock Units will be effective as of the Expiration Date unless we reject all options tendered in accordance with Section 6. Your award of Restricted Stock Units will be evidenced by the Restricted Stock Unit Agreement between you and us. As the Restricted Stock Units vest in accordance with the terms and conditions of the Restricted Stock Unit Agreement, the shares of common stock relating to the vested portion of the Restricted Stock Units will be distributed to you by electronic deposit into a book entry account for you with our transfer agent (less any shares withheld to satisfy your withholding tax obligations).

Q14:     What is the Vesting Schedule for the Restricted Stock Units?

So long as you remain employed with Answerthink or its subsidiaries, the Restricted Stock Units will vest in three installments over a four-year period with fifty percent (50%) vesting on or about July 14, 2005, twenty-five percent (25%) vesting on or about July 14, 2006, and twenty-five percent (25%) vesting on or about July 14, 2007. Even if your options are currently vested, the Restricted Stock Units you receive will be subject to vesting over this four-year period.

For example, assume that you receive 100 Restricted Stock Units in exchange for your Eligible Options. Assuming you are still employed by us on each of the following dates:

• On or about July 14, 2005, 50 Restricted Stock Units will vest.

• On or about July 14, 2006, an additional 25 Restricted Stock Units will vest.

• On or about July 14, 2007, the remaining 25 Restricted Stock Units will vest.

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Q15:     What Happens to the Restricted Stock Units if My Employment Terminates?

The terms and conditions of the Restricted Stock Units provide that any unvested portion of the grant will be forfeited upon a termination of employment, other than termination by reason of death or permanent and total disability. All unvested Restricted Stock Units shall fully vest upon the death of the holder and the shares of common stock represented thereby shall be deliverable in accordance with the terms of the Plan. Upon the permanent and total disability of the holder of Restricted Stock Units, such Restricted Stock Units shall continue to vest in accordance with the applicable Restricted Stock Unit Agreement for a period of one year after such termination, subject to earlier forfeiture of such Restricted Stock Unit in accordance with the terms of the applicable Restricted Stock Unit Agreement. See Section 8.

IF YOUR EMPLOYMENT IS TERMINATED PRIOR TO THE VESTING DATE OF THE RESTRICTED STOCK UNITS, YOU WILL FORFEIT ALL OF THE RESTRICTED STOCK UNITS THAT HAVE NOT YET VESTED. IF YOU TAKE ACTION IN COMPETITION WITH ANSWERTHINK WHILE EMPLOYED OR WITHIN SIX MONTHS AFTER TERMINATION OF YOUR EMPLOYMENT, YOU SHALL BE REQUIRED TO FORFEIT TO ANSWERTHINK A NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE NUMBER OF SHARES IN WHICH YOU VESTED DURING THE SIX-MONTH PERIOD PRECEDING YOUR TERMINATION OF SERVICE, OR IF ANY OR ALL OF SUCH SHARES HAVE BEEN SOLD, YOU MUST PAY TO THE COMPANY AN AMOUNT EQUAL TO THE AGGREGATE VALUE THAT YOU REALIZED ON THE SALE OF SUCH SHARES. See Section 8.

Q16:     What Will Happen to My Options if I Do Not Tender My Options?

If you choose not to participate in the Offer, you will continue to hold your existing stock options under the terms of each award as it was granted to you. You will not receive the Restricted Stock Units.

Q17:     Do I Have to Return a Letter of Transmittal if I Do Not Want to Exchange My Options?

No.

Q18:     What Happens if I Tender My Options but My Employment is Terminated Before the Expiration Date?

If your employment is terminated for any reason (including death or disability) after you tender Eligible Options pursuant to the Offer but prior to the Expiration Date, your participation in the Offer will be automatically cancelled and you will not receive any Restricted Stock Units. In this case, your Eligible Options will be treated as if they had not been tendered, and your Eligible Options will remain outstanding on their existing terms and conditions, subject to the applicable termination provisions contained in the existing employment agreement and any other agreement between you and us.

Q19:     Will I Have to Pay Taxes When I Exchange My Options in the Offer?

If you are a U.S. taxpayer or resident, you will incur no immediate tax consequences when you exchange your options. See Section 13. If you are a non-U.S. employee, you may incur immediate tax consequences when you exchange your options as discussed in Section 13. Please see Question 20 for more information about the tax consequences of receiving the vesting of Restricted Stock Units.

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Q20:     What Are the Income and Withholding Tax Consequences of the Vesting of Restricted Stock Units?

If you are a U.S. citizen or resident and tender Eligible Options in exchange for Restricted Stock Units, when your Restricted Stock Units vest (and the related shares of common stock are distributed to you), you will recognize ordinary income equal to the fair market value of the shares distributed to you. We will determine the fair market value of the shares based on the closing price of our common stock on the Nasdaq National Market on the date that the shares are distributed to you or, if no sales are reported on that date, on the next preceding day on which any sale shall have been reported.

The ordinary income resulting from the vesting of the Restricted Stock Units (and the related distribution of shares) will be reflected in the Form W-2 reported to the Internal Revenue Service for the year in which the payment and/or vesting occurs.

At the time you recognize ordinary income on the vesting of the Restricted Stock Units (and the related distribution of shares), you will have an income and payroll withholding tax obligation with respect to that income, much like the obligation that arises when we pay you your salary or a bonus. We expect to utilize a portion of the shares otherwise distributable to you to satisfy your withholding tax obligation.

WE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF YOUR PARTICIPATION IN THE OFFER. See Section 13.

Q21:     How Will Movements in Answerthink’s Stock Price During the Offer Period Affect the Value of My Options Versus the Restricted Stock Units?

The value of a Restricted Stock Unit changes in direct relationship to changes in the price of Answerthink stock, while your options will have value for you only if the stock price appreciates above the relevant exercise prices after vesting but prior to the relevant expiration date for each option. Also note that you will receive the same number of Restricted Stock Units as the number of Eligible Options you will give up, and you will not be able to sell the Restricted Stock Units until they vest and the related shares of common stock are distributed to you. As of the time of making this offering, the current price of Answerthink stock is lower than the exercise price of all of your Eligible Options.

Q22:     What Happens to the Restricted Stock Units Versus My Existing Stock Options if There is a Change in Control of Answerthink?

Treatment of Restricted Stock Units upon Change in Control. Under the terms of the Plan, if, upon the consummation of a change in control (as defined in the Plan), no provision is made to continue the Plan or assume or replace the outstanding Restricted Stock Units with new Restricted Stock Units of a successor entity, then your Restricted Stock Units shall be deemed to have vested and all restrictions and conditions applicable to such shares of Restricted Stock Units shall be deemed to have lapsed. However, some Eligible Employees may have terms relating to a change in control in Answerthink under their individual employment agreements or any other agreements between them and us that differ from the terms under the Plan described in the preceding sentence. If the terms relating to a change in control in Answerthink under your individual employment agreement or any other agreements between you and us differ from the terms relating to a change in control under the Plan, the terms relating to a change in control of Answerthink under your individual employment agreement or other agreement between you and us shall apply to your Restricted Stock Units. Please review your existing agreements carefully.

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Treatment of Stock Options upon Change in Control. Under the terms of the Plan, if no provision is made to continue the Plan or assume or replace the outstanding options with new options of a successor entity, then, fifteen days prior to the scheduled consummation of a change in control, all stock options outstanding shall become immediately exercisable and shall remain exercisable for a period of fifteen days. If the terms relating to a change in control in Answerthink under your individual agreement or any other agreements between you and us differ from the terms relating to a change in control under the Plan, the terms relating to a change in control of Answerthink under your individual employment agreement or any other agreements between you and us shall apply to your Restricted Stock Units. Please review your existing agreements carefully.

Q23:     When Does the Offer Expire?

The Offer expires on July 14, 2003, at 11:59 p.m., Eastern Time, unless we extend it. We may, in our discretion, extend the Offer at any time. If we extend the Offer, we will publicly announce the extension no later than 9:00 a.m., Eastern Time, on July 14, 2003. See Section 14.

Q24:     May I Withdraw Options I Have Previously Tendered?

You may withdraw your previous tender of Eligible Options at any time before the Expiration Date (or if we extend the Offer, at any time before the extended expiration of the Offer) by delivering to us a Notice of Withdrawal using the same method you originally used to tender your options. If you submit a Notice of Withdrawal, you may still re-tender your options after withdrawing by delivering to us a new Letter of Transmittal and Restricted Stock Unit Agreement before the Expiration Date, in accordance with the instructions in the Letter of Transmittal, again using the same method you originally used to tender your options. See Section 4.

Q25:     What Does the Board of Directors Think of This Offer?

Although the Board has authorized this Offer, it recognizes that the decision to accept is an individual one that should be based on a variety of factors. As a result, you should consult with your personal advisors if you have questions about your financial or tax situation. Neither the Board nor the Committee is making a recommendation to employees as to whether or not to accept this Offer.

Q26:     Who Can I Talk to if I Have Questions About the Offer?

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR AUTHORIZATION AS HAVING BEEN AUTHORIZED BY US. See Section 16.

If you have questions about which of your stock options are eligible for the Offer, please contact:

Answerthink, Inc.

Human Resources

Attn: Diane Tuccito

7

817 W. Peachtree Street, Suite 800

Atlanta, GA 30308

(telephone: (404) 682-2444)

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THE OFFER

1.     Number of Restricted Stock Units; Expiration Date.

Answerthink is offering Eligible Employees the opportunity to receive Restricted Stock Units, which will represent the right to receive shares of our common stock upon vesting, in exchange for options to purchase shares of our common stock that have an exercise price of $2.80 or more granted under the Plan and referred to herein as the Eligible Options.

You are eligible to participate in the Offer if you (i) hold Eligible Options, (ii) were hired by us on or before July 4, 2002, (iii) are an active employee of, or on an approved leave of absence from, Answerthink or one of its subsidiaries on both the date hereof and the Expiration Date, and (iv) are a senior director, a managing director or an executive officer of Answerthink.

If you decide to participate in this Offer, you must tender ALL of your Eligible Options.

We are making this offer upon the terms and subject to the conditions described in this Offer to Exchange, the related Letter of Transmittal and the Restricted Stock Unit Agreement. We will not accept options for exchange unless the Letter of Transmittal and the Restricted Stock Unit Agreement are properly returned in accordance with the instructions set forth in Section 3 before the Offer expires on the Expiration Date.

The Restricted Stock Units, described further in this Offer to Exchange, represent the right to receive shares of our common stock upon vesting and are subject to forfeiture and other restrictions until they vest. The Restricted Stock Units will be subject to the terms of a Restricted Stock Unit Agreement between each tendering option holder and us. You will receive one Restricted Stock Unit for each Eligible Option that you tender pursuant to this Offer.

You will not be required to pay cash for the Restricted Stock Units or the shares of common stock you receive as a result of the vesting of the Restricted Stock Units. However, as further discussed in Section 13, there are tax consequences upon the vesting of the Restricted Stock Units that may require you to satisfy your withholding tax obligations.

You may tender options at any time prior to the Expiration Date (or any later expiration date if we extend the Offer) by completing and delivering to us the Letter of Transmittal and the Restricted Stock Unit Agreement in accordance with the instructions in Section 3. See Section 14 for a description of our rights to extend, terminate and amend the Offer and Section 6 for a description of our rights to accept or reject all options that are properly tendered.

2.     Purpose of the Offer.

We are making this Offer to compensate Eligible Employees for their services and to enhance the retentive and incentive impact of outstanding equity compensation awards. Many of our Eligible Employees have current outstanding options with strike prices that are significantly higher than the current market price of our common stock. We believe in giving our employees long-term performance incentives. These options may not be providing such an incentive at this time.

We consistently evaluate strategic opportunities that may arise, including additional capital infusions, joint ventures, strategic partnerships, acquisitions and mergers. Subject to the foregoing and except as otherwise disclosed in our filings with the Securities and Exchange Commission (the “SEC”) or

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in this offer to exchange, as of the date of this filing we presently have no definitive agreements or arrangements that have not been publicly disclosed that relate to or would result in:

(a)     an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;

(b)     any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;

(c)     any material change in our present dividend rate or policy, or our indebtedness or capitalization;

(d)     any change in our present board of directors or management, including a change in the number or term of directors or to fill any existing board vacancies or to change any executive officer’s material terms of employment;

(e)     any other material change in our corporate structure or business;

(f)     our common stock being de-listed from a national securities exchange;

(g)     our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”);

(h)     the suspension of our obligation to file reports pursuant to Section 15(d) of the Securities Exchange Act;

(i)     the acquisition by any person of any of our securities or the disposition of any of our securities; or

(j)     any change in our certificate of incorporation or bylaws, or any actions which may impede the acquisition of control of us by any person.

Nothing contained herein shall restrict our ability to do any of the foregoing.

ALTHOUGH OUR BOARD HAS AUTHORIZED THIS OFFER, IT RECOGNIZES THAT THE DECISION TO ACCEPT IS AN INDIVIDUAL ONE THAT SHOULD BE BASED ON A VARIETY OF FACTORS. ACCORDINGLY, YOU SHOULD CONSULT WITH YOUR PERSONAL ADVISORS IF YOU HAVE QUESTIONS ABOUT YOUR FINANCIAL OR TAX SITUATION. NEITHER THE BOARD NOR THE COMPENSATION COMMITTEE IS MAKING A RECOMMENDATION TO EMPLOYEES AS TO WHETHER OR NOT TO ACCEPT THIS OFFER.

Neither we nor our board of directors makes any recommendation as to whether you should tender your options, nor have we authorized any person to make any such recommendation. You are urged to evaluate carefully all of the information in this offer to exchange and to consult your own investment and tax advisors. You must make your own decision whether to tender your options for exchange.

3.     Procedures; Acceptance of Options.

Proper Tender of Options.    If you decide to tender your options, your properly completed and duly executed Letter of Transmittal and Restricted Stock Unit Agreement must be received by us prior to

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11:59 p.m., Eastern Time, on July 14, 2003, at Answerthink, Inc., Human Resources, Attn: Diane Tuccito, 817 W. Peachtree Street, Suite 800, Atlanta, Georgia 30308 (telephone: (404) 682-2263).

If we extend the offer beyond that time, we must receive your properly completed and duly executed Letter of Transmittal and Restricted Stock Unit Agreement before the extended expiration of the offer.

We reserve the right to reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept properly and timely tendered options which are not validly withdrawn. Facsimiles will not be accepted. Subject to our rights to extend, terminate and amend the Offer, we will accept all such properly tendered options promptly after the expiration of the Offer.

We recommend that if you choose to mail your Letter of Transmittal and Restricted Stock Unit Agreement, you send them by certified or registered mail with return receipt requested. Interoffice mail is not recommended since it cannot be tracked. Please keep a copy of all documents. You assume the risk of, and will be responsible for, any lost or delayed mail, whether interoffice or otherwise.

Determination of Validity; Rejection of Options; Waiver of Defects; No Obligation to Give Notice of Defects.     We will determine, in our discretion, all questions as to the number of shares subject to Eligible Options or retained options, and the validity, form, eligibility (including time of receipt) and acceptance of Letters of Transmittal, Notices of Withdrawal, and Restricted Stock Unit Agreements. Our determination of these matters will be final and binding on all parties. We may reject any Letter of Transmittal, Notice of Withdrawal, Restricted Stock Unit Agreement or options tendered to the extent that we determine they were not properly delivered or to the extent that we determine it is unlawful to accept the tendered options. We may waive any defect or irregularity in any Letter of Transmittal, Notice of Withdrawal or Restricted Stock Unit Agreement with respect to any particular options or any particular option holder. No options will be properly tendered until all defects or irregularities have been cured by the option holder tendering the options or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities involved in the exchange of any options, and no one will be liable for failing to give notice of any defects or irregularities.

Our Acceptance Constitutes an Agreement.    By returning your completed Letter of Transmittal and the Restricted Stock Unit Agreement in accordance with the procedures described above and in the Letter of Transmittal, you will have accepted the terms and conditions of the Offer. Subject to the conditions set forth in Section 6, our acceptance of Eligible Options that are properly tendered and your Letter of Transmittal and Restricted Stock Unit Agreement properly returned will form a binding agreement between us and you on the terms and subject to the conditions of this Offer effective as of the Expiration Date.

Effect on Existing Options.    If you tender none of your Eligible Options, all of your existing options and the option agreement(s) evidencing your options will continue in effect on their existing terms and conditions. If you tender your Eligible Options, upon our acceptance of options tendered in this Offer, the option agreement(s) evidencing the grant of those options will be deemed null and void and those options will be cancelled.

Questions about the Offer.    You should direct questions about your eligible stock options applicable to this offer or requests for assistance in identifying eligible stock options to Answerthink, Inc., Human Resources, Attn: Diane Tuccito, at (404) 682-2444. Also see the question and answer section to this Offer for other questions.

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WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR AUTHORIZATION AS HAVING BEEN AUTHORIZED BY US.

4.     Withdrawal Rights.

You may only withdraw options you have previously tendered by following the procedures described in this Section 4. Tenders of Options made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If the Offer is extended by the Company beyond that time, you may withdraw your tendered options at any time until the extended expiration of the Offer. In addition, after the Expiration Date, if we have not yet accepted your tendered Options for exchange, you may withdraw your tendered options at any time until August 6, 2003.

If you tender your Eligible Options, but before the Expiration Date you want to withdraw your tender, you must withdraw all your Eligible Options. Similarly, if you have withdrawn your tender, and before the Expiration Date you want to re-accept the Offer and exchange your Eligible Options, you must properly re-tender all your Eligible Options in accordance with the procedures set forth in Section 3.

In order to withdraw your tender, you must do so using the same delivery method as you used to tender the options. If you previously tendered the options by regular mail or overnight delivery, and you wish to withdraw your election, you MUST deliver the Notice of Withdrawal by regular mail or overnight delivery in accordance with the instructions in Section 3, and it must be received by us prior to 11:59 p.m., Eastern Time, on the Expiration Date. Such delivery is subject to the same assumption of risk as set forth in Section 3 above.

Neither we nor any other person is obligated to give notice of any defects or irregularities in any Notice of Withdrawal or new Letter of Transmittal, and no one will be liable for failing to give notice of any defects or irregularities. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of Notices of Withdrawal and new Letters of Transmittal. Our determinations of these matters will be final and binding.

5.     Acceptance of Options for Cancellation; Issuance of Restricted Stock Units.

On the terms and subject to the conditions of this Offer, if we accept all properly tendered Eligible Options in accordance with Section 6, we will accept for exchange and will cancel all Eligible Options properly tendered and not validly withdrawn before the Expiration Date. No Letter of Transmittal will be accepted unless the Restricted Stock Unit Agreement is returned to us in accordance with the instructions in the Letter of Transmittal. Pursuant to the terms of the Plan, Eligible Options accepted for exchange and canceled shall become available for issuance under the Plan. The effective grant date for the Restricted Stock Units will be the Expiration Date, unless, in accordance with the conditions set forth in Section 6, we reject all options that are tendered.

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If you tender all of the Eligible Options that you hold, you will receive the total number of Restricted Stock Units set forth in the Cover Letter. To the extent that we accept the Eligible Options that you tender, the option agreement(s) evidencing the options tendered will be deemed null and void.

We will be deemed to have accepted Eligible Options that are validly tendered and not properly withdrawn if and when we give a written notice to option holders of our acceptance of such options promptly following the Expiration Date. We will send you the information by paper delivery or by electronic mail. Our communication to you indicating our acceptance will form a binding agreement between you and us.

6.     Conditions of the Offer.

Promptly following the Expiration Date, subject to satisfaction of conditions set forth below, we will accept all options that are properly tendered. If the conditions set forth below are not satisfied, we may reject all (but not less than all) options that are properly tendered. If we reject all options that are tendered, we will promptly communicate such rejection to all holders of Eligible Options, and you will keep all your existing options and you will not receive any Restricted Stock Units.

We will not be required to accept for exchange any options tendered and may terminate or amend the Offer or may postpone the acceptance for exchange any options tendered, subject to Rule 13e-4(f)(5) under the Exchange Act, if at any time on or after the commencement of the Offer and before the Expiration Date any of the following events shall have occurred (or shall have been determined by us to have occurred) and, in our reasonable judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by us), the occurrence of such event or events makes it inadvisable to proceed with the Offer or with such acceptance for exchange:

(a)     there shall have been threatened or instituted or be pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly:

(i) challenges the making of the Offer, the acquisition of any or all of the options pursuant to the Offer, the exchange of Restricted Stock Units for such options, or otherwise relates in any manner to the Offer; or

(ii) in our reasonable judgment, would materially and adversely affect the business, condition (financial or other), income, operations or prospects of us and our subsidiaries;

(b)     there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would directly or indirectly:

(i) make the acceptance for exchange of any or all of the options illegal or otherwise restrict or prohibit consummation of the Offer or otherwise relates in any manner to the Offer;

(ii) delay or restrict the ability of us, or render us unable, to accept for exchange any or all of the options;

(iii) materially impair the contemplated benefits of the Offer to us; or

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(iv) materially and adversely affect the business, condition (financial or other), income, operations or prospects of us and our subsidiaries;

(c)    there shall have occurred:

(i) any suspension of trading in our common stock or any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;

(ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory);

(iii) the commencement of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States;

(iv) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, might affect the extension of credit by banks or other lending institutions in the United States;

(v) any decrease below $1.00 per share, or any increase above $4.00 per share, in the market price of the shares of our common stock;

(vi) any change in the general political, market, economic or financial conditions in the United States or abroad that could have a material adverse effect on our business, condition (financial or other), operations, prospects, trading in our common stock or that, in our reasonable judgment, makes it inadvisable to proceed with the Offer;

(vii) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

(d)    a tender or exchange offer with respect to some or all of our common stock, or a merger or acquisition proposal for us, shall have been proposed, announced or made by another person or entity or shall have been publicly disclosed, or we shall have learned that (i) any person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares of common stock, or any new group shall have been formed that beneficially owns more than 5% of the outstanding shares of common stock (other than any such person, entity or group who has filed a Schedule 13D or Schedule 13G with the Securities and Exchange Commission (the “SEC”) on or before the Expiration Date); (ii) any such person, entity or group who has filed a Schedule 13D or Schedule 13G with the SEC on or before the Expiration Date shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares of common stock; or (iii) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of their respective assets or securities; or

(e)    any change or changes shall have occurred in our business, condition (financial or other), assets, income, operations, prospects or stock ownership or our subsidiaries that would materially and adversely affect us or our subsidiaries.

The conditions to the Offer are for our benefit. We may assert them in our discretion regardless of the circumstances giving rise to them prior to the expiration of the Offer. We may waive them, in

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whole or in part, at any time and from time to time prior to the expiration of the Offer, in our discretion, whether or not we waive any other condition to the Offer. In the event that we waive a condition for any particular option holder, we will waive such condition for all option holders. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. The waiver of any of these rights with respect to particular facts and circumstances will not be deemed a waiver with respect to any other. Any determination that we make concerning the events described in this Section 6 will be final and binding upon all interested persons, including you.

7.    Price Range of Our Common Stock.

Answerthink common stock is listed for trading on the Nasdaq National Market under the trading symbol “ANSR.” The following table sets forth, for the periods indicated, the high and low sales prices per share of Answerthink common stock on Nasdaq. For current price information, you are urged to consult publicly available sources.

	High		Low
2003
Second Quarter (through June 10, 2003)	$	2.50	$	1.75
First Quarter	$	2.97	$	1.95
2002
Fourth Quarter	$	3.29	$	1.43
Third Quarter	$	3.91	$	1.52
Second Quarter	$	7.30	$	3.60
First Quarter	$	8.34	$	4.65
2001
Fourth Quarter	$	6.80	$	3.15
Third Quarter	$	9.81	$	3.50
Second Quarter	$	9.99	$	3.50
First Quarter	$	9.06	$	3.25

As of June 10, 2003, the closing price of our common stock, as reported by Nasdaq, was $2.46 per share. As of May 31, 2003, there were 45,404,865 shares of our common stock outstanding. We recommend that you obtain current market quotations for our common stock before deciding whether to tender your options for exchange.

8.    Source and Amount of Consideration; Terms of Restricted Stock Units.

Consideration.    If you tender Eligible Options, you will receive one Restricted Stock Unit for each Eligible Option that you tender pursuant to this Offer.

As of May 31, 2003, there were issued and outstanding options to purchase 4,070,161 shares of our common stock that were eligible to participate in this Offer. The maximum number of Restricted Stock Units required to be issued in exchange for all Eligible Options that can be tendered by all Eligible Employees pursuant to this Offer is 4,070,161.

Terms of Restricted Stock Units.    If you tender Eligible Options, you will receive Restricted Stock Units issued under the Plan. The Restricted Stock Units will be subject to all the terms and conditions of the Plan and the Restricted Stock Unit Agreement. Our statements concerning the Plan and

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the Restricted Stock Units are merely summaries and do not purport to be complete. The statements are subject to, and are qualified in their entirety by reference to, all provisions of the Plan and the Restricted Stock Unit Agreement between you and us. The Plan and the form of Restricted Stock Unit Agreement have been filed as exhibits to our Tender Offer Statement on Schedule TO which has been filed with the SEC.

The maximum number of shares that may be granted under the Plan is currently 20,000,000 shares (subject to adjustment in the event of certain changes in corporate structure). As of May 31, 2003, 9,418,776 shares were available for awards under the Plan, 4,975,000 of which shares were available for awards other than stock options.

Each Restricted Stock Unit will be subject to forfeiture and other restrictions until the applicable vesting date. The Restricted Stock Units may not be sold, transferred, pledged or assigned and will not entitle you to vote or receive dividends, notice of meetings, or other materials provided to Answerthink stockholders until the Restricted Stock Units vest and you receive shares of our common stock. When the Restricted Stock Units vest, you will receive the related shares of common stock, at which time you will be entitled to voting and other rights associated with ownership of our common stock and may transfer or sell the shares, subject to applicable securities laws.

Vesting.    So long as you remain employed with Answerthink or its subsidiaries, the Restricted Stock Units will vest in three installments over a four-year period with the first fifty percent (50%) vesting on or about July 14, 2005, the second twenty-five percent (25%) vesting on or about July 14, 2006, and the remaining twenty-five percent (25%) vesting on or about July 14, 2007. On or about July 14, 2007, the Restricted Stock Units will be fully vested. The exact vesting date will depend on the date your tendered options we accepted for exchange. EVEN IF YOUR OPTIONS ARE NOW PARTIALLY OR FULLY VESTED, ALL OF THE RESTRICTED STOCK UNITS YOU RECEIVE WILL BE SUBJECT TO VESTING OVER THIS FOUR-YEAR PERIOD. YOU WILL NOT BE GIVEN CREDIT FOR VESTING AS A RESULT OF SERVICE WITH ANSWERTHINK PRIOR TO THE DATE THE RESTRICTED STOCK UNITS ARE GRANTED.

The Restricted Stock Units also may vest early upon the occurrence of certain events described below.

Forfeiture.    If your employment is terminated prior to the vesting date of the Restricted Stock Units, you will forfeit all of the Restricted Stock Units that have not yet vested. If you take action in competition with Answerthink while employed or within six months after termination of your employment, you shall be required to forfeit to Answerthink a number of shares of common stock equal to the number of shares in which you vested during the six-month period preceding your termination of service, or if any or all of such shares have been sold, you must pay to the company an amount equal to the aggregate value that you realized on the sale of such shares.

Early Vesting.    You will be entitled to early vesting of all or a portion of your Restricted Stock Units in the following circumstances:

(i)    Change in Control.    Under the terms of the Plan, if, upon the consummation of a change in control (as defined in the Plan), no provision is made to continue the Plan or assume or replace the outstanding Restricted Stock Units with new Restricted Stock Units of a successor entity, then your Restricted Stock Units shall be deemed to have vested and all restrictions and conditions applicable to such shares of Restricted Stock Units shall be deemed to have lapsed. You should also note that your Restricted Stock Units may not fully vest if you are terminated after the announcement of a transaction which would constitute a change in control but before the completion of that transaction. However, some

16

Eligible Employees may have terms relating to a change in control in Answerthink under their individual employment agreements or other agreements between them and us that differ from the terms under the Plan relating to a change in control. If the terms relating to a change in control in Answerthink under your individual employment agreement or in any other agreement between you and us differ from the terms relating to a change in control under the Plan, the terms relating to a change in control of Answerthink under your individual employment agreement or in any other agreement between you and us shall apply to your Restricted Stock Units. Please review your existing agreements carefully.

(ii)    Death or Disability.    In the event that the termination of your employment is by reason of death, all unvested Restricted Stock Units held by you shall fully vest on the date of death and the shares of common stock represented thereby shall be deliverable in accordance with the terms of the Plan. In the event that the termination of your employment is by reason of permanent and total disability, your Restricted Stock Units shall continue to vest in accordance with the applicable Restricted Stock Unit Agreement for a period of one year after such termination of employment.

Stock Certificates.    Your Restricted Stock Units will be evidenced by the Restricted Stock Unit Agreement between you and us. As the Restricted Stock Units vest as described above, the shares of common stock relating to the vested portion of the Restricted Stock Units will be distributed to you by electronic deposit into a book entry account for you with our transfer agent (less any shares withheld to satisfy your withholding tax obligations). You only will receive a stock certificate for the shares in your book entry account upon a request from you to the transfer agent following the establishment of such account.

Tax Consequences.    You should refer to Section 13 for a discussion of the material U.S. federal tax consequences of the acquisition and vesting of Restricted Stock Units for U.S. citizens and residents. We recommend that you consult with your own tax advisor to determine the tax consequences of your participation in the Offer.

Registration Of Shares.    All shares to be distributed when the Restricted Stock Units vest have been registered under the Securities Act of 1933 (the “Securities Act”) on registration statements on Form S-8 filed with the SEC. Unless you are considered an “affiliate” of Answerthink, upon vesting you will be able to sell your shares related to the Restricted Stock Units free of any transfer restrictions under applicable securities laws.

9.    Information About Answerthink

General.    We are a leading business and technology consulting firm that enables companies to achieve world-class business performance. By leveraging the comprehensive database of The Hackett Group, with its world-leading repository of enterprise best practice metrics and business process knowledge, our business and technology solutions help clients significantly improve performance and maximize returns on technology investments. Our capabilities include benchmarking, business transformation, business applications, technology integration, and offshore application maintenance and support.

Answerthink was incorporated in the State of Florida in 1997. Our principal executive offices are located at 1001 Brickell Bay Drive, Suite 3000, Miami, Florida 33131, and our telephone number at that address is (305) 375-8005.

Financial Information.    The following table sets forth selected consolidated financial and operating data for Answerthink. The selected historical statement of operations data for the years ended December 28, 2001 and January 3, 2003 and the selected historical balance sheet data as of January 3,

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2003 have been derived from the consolidated financial statements included in our annual report on Form 10-K for the year ended January 3, 2003 that have been audited by PricewaterhouseCoopers LLP, our independent public accountants.

The selected historical statement of operations data for the three months ended March 29, 2002 and April 4, 2003 and the selected historical balance sheet data as of April 4, 2003, which are included in our quarterly report on Form 10-Q for the quarter ended April 4, 2003, are unaudited, but include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such data.

	Year Ended						Three Months Ended
	January 3, 2003			December 28, 2001			April 4, 2003			March 29, 2002
							(unaudited)
Income Statement Data:
Revenues:
Revenues before reimbursements	$	156,357		$	220,966		$	32,856		$	43,445
Reimbursements		20,490			29,377			3,929			6,243
Total revenues		176,847			250,343			36,785			49,688
Costs and expenses:
Project personnel and expenses:
Project personnel and expenses before reimbursable expenses		104,981			132,843			21,562			29,226
Reimbursable expenses		20,490			29,377			3,929			6,243
Total project personnel and expenses		125,471			162,220			25,491			35,469
Selling, general and administrative expenses		53,416			77,087			12,540			14,411
Impairment of goodwill		20,000			—			—			—
Restructuring costs		10,886			5,619			—			—
Stock compensation expense		—			4,855			—			—
Total costs and operating expenses		209,773			249,781			38,031			49,880
Income (loss) from operations		(32,926	)		562			(1,246	)		(192	)
Other income (expense):
Interest income		766			1,008			224			156
Interest expense		(196	)		(165	)		—			(46	)
Income (loss) before income taxes, loss from discontinued operations and cumulative effect of change in accounting principle		(32,356	)		1,405			(1,022	)		(82	)
Income taxes		(3,508	)		1,807			—			(616	)
Income (loss) from continuing operations		(28,848	)		(402	)		(1,022	)		534
Loss from discontinued operations, net of income taxes		(8,911	)		(8,117	)		—			(1,457	)
Loss before cumulative effect of change in accounting principle		(37,759	)		(8,519	)		(1,022	)		(923	)
Cumulative effect of change in accounting principle		(31,200	)		—			—			(31,200	)
Net loss	$	(68,959	)	$	(8,519	)	$	(1,022	)	$	(32,123	)
Basic net income (loss) per common share:
Income (loss) from continuing operations	$	(0.62	)	$	(0.01	)	$	(0.02	)	$	0.01
Loss from discontinued operations, net of income taxes	$	(0.19	)	$	(0.18	)	$	—		$	(0.03	)
Cumulative effect of change in accounting principle	$	(0.68	)	$	—		$	—		$	(0.68	)
Net loss per common share	$	(1.49	)	$	(0.19	)	$	(0.02	)	$	(0.70	)
Weighted average common shares outstanding		46,348			43,999			46,296			45,868

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	Year Ended						Three Months Ended
	January 3, 2003			December 28, 2001			April 4, 2003			March 29, 2002
							(unaudited)
Diluted net income (loss) per common share:
Income (loss) from continuing operations	$	(0.62	)	$	(0.01	)	$	(0.02	)	$	0.01
Loss from discontinued operations, net of income taxes	$	(0.19	)	$	(0.18	)	$	—		$	(0.03	)
Cumulative effect of change in accounting principle	$	(0.68	)	$	—		$	—		$	(0.66	)
Net loss per common share	$	(1.49	)	$	(0.19	)	$	(0.02	)	$	(0.68	)
Weighted average common and common equivalent shares outstanding		46,348			43,999			46,296			47,211
	Year Ended						Three Months Ended
	January 3, 2003			December 28, 2001			April 4, 2003			March 29, 2002
Other Financial Data:
Capital expenditures	$	4,044		$	9,514		$	273		$	1,026
Cash flows provided by (used in) operating activities	$	7,030		$	15,515		$	(3,437	)	$	19
Cash flows used in investing activities	$	7,804		$	11,656		$	278		$	1,262
Cash flows provided by (used in) financing activities	$	4,305		$	4,367		$	(1,664	)	$	4,082
Balance Sheet Data (at period end):
Cash and cash equivalents	$	63,419		$	59,888		$	58,040		$	62,727
Working capital	$	74,537		$	81,313		$	71,063		$	85,111
Total assets	$	45,361		$	211,919		$	136,028		$	177,895
Stockholders’ equity	$	113,047		$	177,701		$	110,394		$	149,659

See Section 16 for instructions on how you can obtain copies of our filings with the SEC, including our filings that contain our financial statements.

10.    Interests of Directors and Officers; Transactions and Arrangements About the Options.

Information about the non-employee members of our Board, who are not eligible to participate in the Offer, and the employee members of our Board and our executive officers, who are eligible to participate in this Offer, is attached to this Offer to Exchange as Schedule A. For information with respect to the beneficial ownership by our directors and executive officers of our common stock, please refer to our 2003 Annual Proxy Statement, incorporated herein by reference.

As of May 31, 2003, our executive officers and directors as a group beneficially held options outstanding under our option plans to purchase a total of 1,927,988 shares of our common stock.

Based upon our records and upon information provided to us by our directors, executive officers, associates and subsidiaries, neither we nor, to the best of our knowledge, any of our directors or executive officers of any of our subsidiaries nor any associates or subsidiaries of any of the foregoing, has effected any transactions in our common stock or stock options during the 60 days prior to the date hereof, other as set forth on Schedule A.

Except for outstanding options to purchase common stock and restricted stock awards granted from time to time to certain of our employees (including executive officers) and non-employee directors

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pursuant to the Plan and the Answerthink, Inc. Employee Stock Purchase Plan, and except as set forth in this Offer to Exchange, neither we nor any person controlling us nor, to our knowledge, any of our directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the offer with respect to any of our securities (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations).

11.     Status of Options Accepted for Cancellation by Us in the Offer; Accounting Consequences of the Offer.

Options we acquire pursuant to the offer will be canceled, and the shares of common stock subject to those options will be returned to the pool of shares available for grants of new options and for issuance upon the exercise of such new options. To the extent such shares are not fully reserved for issuance upon exercise of the new options to be granted in connection with the offer, the shares will be available for future awards to employees and other eligible plan participants without further shareholder action, except as required by applicable law or the rules of Nasdaq or any other securities quotation system or any stock exchange on which our common stock is then quoted or listed.

Upon communication of this Offer, all Eligible Options will be treated for financial reporting purposes as variable awards. The Eligible Options that we accept for tender in connection with the Offer will be cancelled, and Restricted Stock Units will be issued. Variable accounting will cease on the cancelled options; however, the fair market value of the shares of our common stock related to the Restricted Stock Units will be recorded as a non-cash compensation expense over the vesting period. The Eligible Options that are not tendered in this Offer will continue to be treated as variable awards for financial reporting purposes until those options are exercised, forfeited, or expire.

12.     Legal Matters; Regulatory Approvals.

We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by the Offer, or of any approval or other action by any government or regulatory authority or agency that is required for the acquisition or ownership of the options as described in the Offer. If any other approval or action should be required, we presently intend to seek the approval or take the action. This could require us to delay the acceptance of options returned to us. We cannot assure you that we would be able to obtain any required approval or take any other required action. Our failure to obtain any required approval or take any required action might result in harm to our business. Our obligation under the Offer to accept exchanged options and to issue Restricted Stock Units is subject to the conditions described in Section 6.

13.     Material U.S. Tax Consequences.

The following is a general summary of the material federal tax consequences of the Offer to U.S. citizens and residents. This discussion is based on the Internal Revenue Code of 1986, as amended, its legislative history, Treasury Regulations thereunder and administrative and judicial interpretations thereof, as of the date hereof. This summary does not discuss all the federal tax consequences that may be relevant to you in light of your particular circumstances and is not intended to be applicable in all respects to all categories of option holders. This summary does not address tax that may be due upon the subsequent sale of shares you receive when the Restricted Stock Units vest or in connection with dividends paid with respect to such shares, if any.

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YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO YOUR INDIVIDUAL TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER.

General.     There are no immediate tax consequences when you tender your options in the Offer. When your Restricted Stock Units vest (and the related shares of common stock are distributed to you), you will recognize ordinary income equal to the fair market value of the shares distributed to you. We will determine the fair market value of the shares based on the average of the high and low prices of our common stock on the Nasdaq National Market on the date the shares are distributed to you or, if no sales are reported on that date, in accordance with applicable tax law.

The ordinary income resulting from the vesting of the Restricted Stock Units (and the related distribution of shares) will be reflected in the Form W-2 reported to the Internal Revenue Service for the year in which distribution occurs.

Withholding Taxes.     At the time you recognize ordinary income on the vesting of the Restricted Stock Units (and the distribution of the corresponding shares), you will have an income and payroll withholding tax obligation with respect to that income, much like the obligation that arises when we pay you your salary or a bonus. We expect to utilize a portion of the shares otherwise distributable to you to satisfy your withholding tax obligation. The withholding of shares will be in accordance with the Plan and the Restricted Stock Unit Agreement, which will provide that Answerthink may deduct or cause to be deducted from, or collect or cause to be collected, any taxes required by law to be withheld or paid with respect to your Restricted Stock Units. By participating in the Offer and returning to us the completed Letter of Transmittal and Restricted Stock Units Agreement, you agree to the above actions to pay withholding taxes.

The income tax withholding may be insufficient to cover your final income tax liability with respect to the share distribution. You should consult with your own tax advisor to determine whether you should make estimated tax payments for the year of the share distribution.

14.     Extension of Offer; Termination; Amendment.

At any time and from time to time, we may extend the period of time during which the Offer is open and delay accepting any options tendered for exchange by publicly announcing the extension and giving written notice of the extension to the option holders. If we extend the Offer beyond July 14, 2003, we will publicly announce the extension no later than 9:00 a.m., Eastern Time, on July 14, 2003.

We expressly reserve the right, in our reasonable judgment, prior to the Expiration Date, to terminate or amend the Offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of any of the conditions specified in Section 6, by giving written notice thereof to the option holders and making an announcement thereof. Our right to delay accepting and canceling Eligible Options is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return any options tendered promptly after we terminate or withdraw the Offer.

As long as we comply with any applicable laws, we may amend the Offer in any way, including decreasing or increasing the per share exchange value for any class of options (i.e., the consideration offered in the Offer to option holders) or increasing the number of options eligible to be exchanged or surrendered in the Offer.

If we materially change the terms of the Offer or the information about the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2) and

21

13e-4(e)(3) under the Securities Act and will notify you by electronic mail or other written communication. Under these rules, the minimum period an Offer must remain open following material changes in the terms of the Offer or information about the Offer will depend on the facts and circumstances.

15.     Fees and Expenses.

We will not pay any fees or commissions to any broker, dealer or other person to solicit tenders of options pursuant to this Offer.

16.     Additional Information.

The SEC allows us to incorporate by reference information into this document, which means we can disclose important information to you by referring you to another document we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this document, except for any information superseded by information contained directly in this document. This document incorporates by reference the following documents we have previously filed with the SEC:

• Our Annual Report on Form 10-K for the year ended January 3, 2003, filed on March 31, 2003;

• Our Quarterly Report on Form 10-Q for the quarter ended April 4, 2003, filed on May 16, 2003;

• Our Definitive Proxy Statement on Schedule 14A for our 2003 Annual Meeting of Shareholders filed on April 7, 2003; and

• Our Registration Statements on Form S-8, registering the shares to be issued under the Plan, filed with the SEC on December 30, 1998, November 9, 1999, June 16, 2000 and July 3, 2001.

• The description of our common stock included in our registration statement on Form 8-A, which was filed with the SEC on May 21, 1998, including any amendments or reports we file for the purpose of updating that description;

The SEC file number for all of these filings other than our registration statements on Form 8-A and Form S-8 is 333-48123. The SEC file numbers for our registration statements on Form 8-A and Form S-8 are 0-24343, 333-69951, 333-90635, 333-39460 and 333-64542, respectively.

A copy of our Annual Report is available on our Internet web site at www.answerthink.com/ir. SEC filings are available at the website maintained by the SEC at www.sec.gov, which can be accessed through a link on our web site. If you wish to obtain a copy of any of our SEC filings, you may obtain them by contacting Josie Estevez-Lugo at (305) 375-8005. We also incorporate by reference into this document additional documents that may be filed by Answerthink with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this document until the termination of the Offer, including additional Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

In addition, you may read and copy any reports, statements or other information that Answerthink files with the SEC at the SEC’s public reference room at the following location:

Public Reference Room

22

450 Fifth Street, N.W.

Room 1024

Washington, D.C. 20549

Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

Our common stock is quoted on Nasdaq under the symbol “ANSR,” and our SEC filings can be read at the following Nasdaq address:

Nasdaq Operations

1735 K Street, N.W.

Washington, D.C. 20006

This Offer to Exchange is a part of a Tender Offer Statement on Schedule TO that we have filed with the SEC. This Offer to Exchange does not contain all the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, before making a decision on whether to exchange your options.

The information contained in this Offer to Exchange about Answerthink should be read together with the information contained in the documents to which we have referred you.

17.    Forward Looking Statements; Miscellaneous.

This Offer to Exchange and the information incorporated by reference herein include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations in such forward-looking statements will turn out to be correct. Factors that impact such forward-looking statements include, among others, our ability to attract additional business, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the information technology industry, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable, risks of competition, price and margin trends, changes in general economic conditions and interest rates, the risk that the Internal Revenue Service or the courts may not accept the amount or nature of one or more items of deduction, loss, income or gain as reported by Answerthink for tax purposes and the possible outcome of pending litigation and our actions in connection with such litigation. An additional description of our risk factors is set forth in our Annual Report on Form 10-K for the year ended January 3, 2003. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

We are not aware of any jurisdiction where the making of the offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law, the offer will not be made to, nor will tenders be accepted from or on behalf of, the option holders residing in such jurisdiction.

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WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR AUTHORIZATION AS HAVING BEEN AUTHORIZED BY US.

Answerthink, Inc. June 11, 2003

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SCHEDULE A

INFORMATION ABOUT ANSWERTHINK’S DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the directors and executive officers of Answerthink, together with the total number of outstanding stock options (vested and unvested) to purchase Answerthink common stock held by each such director and executive officer as of May 31, 2003. Directors are not eligible to participate in the Offer.

Name	Positions and Offices Held	Total Outstanding Options
Ted A. Fernandez	Chairman and Chief Executive Officer	800,001
Allan R. Frank	President and Director	416,668
David N. Dungan	Chief Operating Officer and Director	416,668
John F. Brennan	Executive Vice President and Chief Financial Officer	165,001
Richard N. Hamlin	Director	20,000
Edwin A. Huston	Director	33,750
Jeffrey E. Keisling	Director	39,200
Alan T.G. Wix	Director	36,700
Aggregate Number of Options Beneficially Owned by Non-Employee Directors		129,650

Stock option grants were made to the following non-employee directors in the amounts and on such dates as indicated below. These transactions occurred during the 60 day period prior to the date hereof.

Name	Date	Number	Exercise Price
Edwin A. Huston	May 31, 2003	10,000	$2.14
Jeffrey E. Keisling	May 31, 2003	10,000	$2.14
Alan T.G. Wix	May 31, 2003	7,500	$2.14

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

ANSWERTHINK, INC.

LETTER OF TRANSMITTAL

Offer to Exchange Options for Restricted Stock Units

To Tender Eligible Options Pursuant to the Offer to Exchange dated June 11, 2003 (Capitalized terms not otherwise defined herein shall have the same meaning as in the Offer to Exchange)

The right to tender Eligible Options pursuant to the Offer will commence on June 11, 2003 and will expire at 11:59 p.m., Eastern Time, on July 14, 2003, unless the Offer is extended by Answerthink.

Name                                     U.S. Social Security No. or Global ID (for non-U.S. employees)

Deliver to:

Answerthink, Inc.

Human Resources

Attn: Diane Tuccito

817 W. Peachtree Street

Suite 800

Atlanta, GA 30308

(telephone: (404) 682-2444)

Any Answerthink option holder who wants to tender Eligible Options for exchange must complete and return to us this Letter of Transmittal and the Restricted Stock Unit Agreement, so that they are received by 11:59 p.m., Eastern Time, on Monday, July 14, 2003, by regular mail or overnight mail to Answerthink at the address listed above. Note: Mail must be received by us prior to 11:59 p.m., Eastern Time, on July 14, 2003. Letters postmarked before July 14, 2003 but not received until after that date will not be accepted.

You are not required to tender your Eligible Options. However, if you elect to participate in the Offer, you must tender all of your Eligible Options. By signing and returning this Letter of Transmittal, you acknowledge that you tender your Eligible Options and all your tendered Eligible Options will be cancelled and forfeited and exchanged for Restricted Stock Units, as described in the Offer to Exchange.

By signing and returning this Letter of Transmittal, you hereby tender all of your Eligible Options, which are described as follows:

Grant Date of Option (Month/Day/Year) Total Number of Shares Exercise Price per Share under Option

IMPORTANT REMINDER: YOU MUST COMPLETE AND RETURN THIS LETTER OF TRANSMITTAL AND THE RESTRICTED STOCK UNIT AWARD AGREEMENT TO US SO THEY ARE RECEIVED BY US PRIOR TO 11:59 P.M., EASTERN TIME, ON JULY 14, 2003. NO LETTER OF TRANSMITTAL TENDERING ELIGIBLE OPTIONS WILL BE ACCEPTED UNLESS THE RESTRICTED STOCK UNIT AWARD AGREEMENT IS ALSO RETURNED TO US.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE OFFER OR TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THE OFFER TO EXCHANGE AND IN THIS LETTER OF TRANSMITTAL.

IMPORTANT NOTE: If you deliver your election by regular mail or overnight mail, any change you make MUST also be made using regular mail or overnight mail.

TO: Answerthink:

By completing and delivering this Letter of Transmittal, I hereby tender to Answerthink, Inc., a Florida corporation (“Answerthink”), all of my Eligible Options to purchase shares of common stock of Answerthink described above in exchange for Restricted Stock Units upon the terms and subject to the conditions set forth in the Offer to Exchange dated June 11, 2003, receipt of which I hereby acknowledge, and this Letter of Transmittal (which together constitute the “Offer”).

Subject to, and effective upon, acceptance for exchange of the options tendered herewith in accordance with the terms and subject to the conditions of the offer (including, if the offer is extended or amended, the terms and conditions of any such extension or amendment), I hereby sell, assign and transfer to, or upon the order of, Answerthink all right, title and interest in and to all the options that are being tendered hereby. I hereby acknowledge that I tender my Eligible Options, and all my tendered Eligible Options be cancelled and forfeited and exchanged for Restricted Stock Units. I acknowledge that Answerthink has advised me to consult with my own personal advisors as to the consequences of participating or not participating in the offer. I agree that this Letter of Transmittal is an amendment to my option agreement(s).

I hereby represent and warrant that I have full power and authority to tender the options tendered herewith and that, when and to the extent the same are accepted for exchange by Answerthink, such options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and the same will not be subject to any adverse claims. I will, upon request, execute and deliver any additional documents deemed by Answerthink to be necessary or desirable to complete the exchange of the options tendered hereby.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns. Except by delivery of a Notice of Withdrawal prior to the expiration of the offer as stated in the Offer to Exchange, this tender is irrevocable.

By execution hereof, I acknowledge and understand that:

(1)     Tendering my Eligible Options pursuant to the procedures described in Section 3 of the Offer to Exchange and the instructions hereto will constitute my acceptance of the terms and conditions of the Offer.

(2)     Answerthink’s acceptance for exchange of options tendered pursuant to the offer will constitute a binding agreement between Answerthink and me upon the terms and subject to the conditions of the Offer.

(3)     The Restricted Stock Units that I will receive in exchange for my Eligible Options will be subject to forfeiture and other restrictions, including, without limitation, restrictions on sale, transfer, assignment, pledge or

other encumbrances or dispositions, until such time as the Restricted Stock Units vest and the restrictions lapse in the manner set forth in the Restricted Stock Unit Agreement between Answerthink and me.

I acknowledge that the Offer is subject to the terms and conditions described in the Offer to Exchange. I recognize that upon the occurrence of any of the conditions set forth in Section 6 of the Offer to Exchange, Answerthink may terminate or amend the Offer and postpone its acceptance and cancellation of the Options tendered for exchange.

I UNDERSTAND THAT THE PUBLIC TRADING PRICE OF THE COMMON STOCK WILL VARY FROM TIME TO TIME AFTER THE OFFER EXPIRES AT 11:59 P.M., EASTERN TIME, ON THE EXPIRATION DATE, SUCH THAT THE PUBLIC TRADING PRICE OF THE COMMON STOCK COULD AT SOME TIME IN THE FUTURE EXCEED THE EXERCISE PRICE OF THE OPTIONS. BY TENDERING THE OPTIONS, I AGREE TO HOLD ANSWERTHINK HARMLESS FOR ANY PERCEIVED LOSS AS A RESULT OF THE VARIANCE IN THE PUBLIC TRADING PRICE OF COMMON STOCK AFTER EXPIRATION OF THE OFFER.

I recognize that, under certain circumstances set forth in the Offer to Exchange, Answerthink may terminate or amend the offer. In any such event, I understand that if the options tendered herewith are not accepted for exchange, they will be retained by me.

This offer is not being made to, nor will any tender of options be accepted from or on behalf of, option holders in any jurisdiction in which the making of this offer or the acceptance of any tender of options would not be in compliance with the laws of such jurisdiction.

By delivery and/or execution hereof, I acknowledge that I have received the documents constituting the Offer.

If you are completing this Letter of Transmittal and sending this letter by regular mail or overnight mail to the address set forth above, please sign and date in the space provided below.

Date:                    , 2003
	Signature of Holder

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Answerthink of the authority of such person so to act must be submitted with this Letter of Transmittal.

Date:                     , 2003
	Signature of Representative Name: Title: Capacity: Address: (Please include ZIP code) Telephone No. (with area code): Tax ID/ Social Security No.:

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.     Delivery; Letter of Transmittal; Notice of Withdrawal.  Any option holder desiring to tender Eligible Options for exchange pursuant to the Offer should complete and return to us this Letter of Transmittal and the Restricted Stock Unit Agreement either by completing the information requested in the table on the first page hereof, signing this Letter of Transmittal and sending the signed Letter of Transmittal and the Restricted Stock Unit Agreement by regular mail, overnight mail or hand delivery to Answerthink at the address listed above, so that it is received by us prior to 11:59 p.m., Eastern Time, on July 14, 2003 (or such later date to which Answerthink extends the Offer).

Tenders of Options made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If the Offer is extended by the Company beyond that time, you may withdraw your tendered options at any time until the extended expiration of the Offer. In addition, after the Expiration Date, if we have not yet accepted your tendered Options for exchange, you may withdraw your tendered options at any time until August 6, 2003. To withdraw tendered Options, you must deliver a written notice of withdrawal with the required information to the Company while you still have the right to withdraw the tendered Options. Withdrawals may not be rescinded and any Options withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless such withdrawn Options are properly re-tendered prior to the Expiration Date by following the procedures described above.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING LETTERS OF TRANSMITTAL, IS AT THE ELECTION AND RISK OF THE TENDERING OPTION HOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND PROPERLY INSURE YOUR PACKAGE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY TO ENSURE IT IS RECEIVED BY US PRIOR TO 11:59 P.M., EASTERN TIME, ON JULY 14, 2003.

2.     Inadequate Space.  If you are completing a printed version of this Letter of Transmittal and the space provided herein is inadequate, the information requested by the table in this Letter of Transmittal regarding your Eligible Options should be provided on a separate schedule attached hereto.

3.     No Partial Tenders.  YOU ARE NOT REQUIRED TO TENDER YOUR ELIGIBLE OPTIONS. HOWEVER, IF YOU ELECT TO PARTICIPATE IN THE OFFER WITH RESPECT TO ANY ELIGIBLE OPTIONS, YOU MUST TENDER ALL OF YOUR ELIGIBLE OPTIONS. If you tender your Eligible Options, any Eligible Options granted to you but not tendered will be cancelled and forfeited without exchange or replacement, as described in the Offer.

4.     Signatures On This Letter Of Transmittal.  If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to us of the authority of such person so to act must be submitted with this Letter of Transmittal.

5.     Requests For Assistance.  If you have questions about the Offer please contact Answerthink, Inc., Human Resources, Attn: Diane Tuccito, (404) 682-2224.

6.     Determination of Validity; Rejection of Options; Waiver of Defects; No Obligation to Give Notice of Defects.  We will determine, in our discretion, all questions as to the number of shares subject to tendered options or retained options, and the validity, form, eligibility (including time of receipt) and acceptance of Letters of Transmittal, Notices of Withdrawal, and Restricted Stock Unit Agreements. Our determination of these matters will be final and binding on all parties. We may reject any Letter of Transmittal, Notice of Withdrawal, Restricted Stock Unit Agreement, or tendered options to the extent we determine that any of the foregoing were not properly delivered or to the extent that we determine it is unlawful to accept the tendered options. As described in Section 6 of the Offer to Exchange, upon the occurrence of any of the conditions set forth therein, Answerthink may terminate the Offer and reject all properly tendered options. We may waive any defect or irregularity in any Letter of Transmittal, Notice of Withdrawal, or Restricted Stock Unit Agreement with respect to any particular options or any particular option holder. No options will be deemed to be properly tendered until all defects or irregularities have

been cured by the option holder tendering the options or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities involved in the exchange of any options, and no one will be liable for failing to give notice of any defects or irregularities.

7.     Important Tax Information.  Please refer to Section 13 of the Offer to Exchange for important tax information in connection with participating in the Offer.

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

ANSWERTHINK, INC.

NOTICE OF WITHDRAWAL

Of Eligible Options Tendered Pursuant to the Offer to Exchange dated June 11, 2003 (Capitalized terms not otherwise defined herein shall have the same meaning as in the Offer to Exchange)

The right to withdraw options tendered pursuant to the Offer will expire at 11:59 p.m., Eastern Time, on July 14, 2003 (or such later date to which Answerthink extends the Offer)

Name                                         U.S. Social Security No. or Global ID (for non-U.S. employees)

Deliver to:

Answerthink, Inc.

Human Resources

Attn: Diane Tuccito

817 W. Peachtree Street

Suite 800

Atlanta, GA 30308

(telephone: (404) 682-2263)

If you previously elected to accept Answerthink’s offer to exchange your Eligible Options pursuant to the terms of the Offer, but you would like to change your decision and withdraw your tendered options, you must sign and return this Notice of Withdrawal and it must be received by us prior to 11:59 p.m., Eastern Time, on Monday, July 14, 2003 (or such later date to which Answerthink extends the Offer). You must use the same method that you used to previously elect to tender your options, signing and sending this Notice of Withdrawal by regular mail or overnight mail to Answerthink at the address listed above so that it is received by us prior to 11:59 p.m., Eastern Time, on July 14, 2003 (or such later date to which Answerthink extends the Offer). This Notice of Withdrawal will be effective upon receipt by us before the expiration of the Offer.

To:    Answerthink, Inc.

I hereby acknowledge and agree to each of the following for the benefit of Answerthink:

1.    I previously received a copy of the Offer to Exchange dated June 11, 2003 and the Letter of Transmittal referred to therein. I completed and returned the Letter of Transmittal, in which I tendered my Eligible Options to you in exchange for Restricted Stock Units. I now wish to withdraw my tendered Eligible Options. I understand that by signing and delivering this Notice of Withdrawal to you, I am revoking my election with respect to Answerthink’s offer to exchange Eligible Options for Restricted Stock Units.

2.    I understand that by withdrawing my previously tendered Eligible Options, I must reject the Offer with respect to all of my Eligible Options.

3.    I understand that in order to withdraw previously tendered Eligible Options with respect to the Offer, I must complete and deliver this Notice of Withdrawal so that it is received by you prior to 11:59 p.m., Eastern Time, on July 14, 2003 (or such later date to which Answerthink extends the Offer), and that the method I use to withdraw my previously tendered Eligible Options must be the same method I used to previously tender my Eligible Options.

4.    I have completed the information requested below. I hereby withdraw all of my previously tendered Eligible Options. This Notice of Withdrawal supersedes and replaces any Letter of Transmittal that I have previously delivered. I hereby withdraw my previous election to tender all of my Eligible Options.

If you are completing a printed version of this Notice of Withdrawal, you must send a signed copy of this Notice of Withdrawal by regular mail, overnight mail or hand delivery to the address listed above. Please sign and date in the space provided below:

Date:                                                 , 2003
	Signature of Holder

* Must be signed by the same person that executed the Letter of Transmittal.

EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

1001 Brickell Bay Drive

Suite 3000

Miami, Florida 33131

June 11, 2003

Dear option holder:

I am happy to announce that we are offering eligible associates the opportunity to receive restricted stock units in exchange for all eligible options granted under the Answerthink, Inc. 1998 Stock Option and Incentive Plan. Eligible options are defined as options to purchase shares of Answerthink’s common stock having an exercise price of $2.80 or more.

You are eligible to participate in the Offer if you (i) hold Eligible Options, (ii) are an active employee of, or on an approved leave of absence from, Answerthink or one of its subsidiaries on both the date hereof and the Expiration Date (iii) are a senior director, a managing director or an executive officer of Answerthink, and (iv) will have been an employee of Answerthink for at least one year as of July 4, 2003.

You must choose to tender (surrender) all or none of your eligible unexercised stock options.

You will receive one restricted stock unit for each eligible option that you tender pursuant to this offer.

You will not be required to pay cash for the restricted stock units you receive or the shares of common stock you receive upon the vesting of the restricted stock units. However, when your restricted stock units vest, we expect to utilize a portion of the shares otherwise distributable to you to satisfy your withholding tax obligation.

If you properly tender eligible options and we accept all options tendered, the grant of the restricted stock units will be effective as of the expiration date, currently expected to be July 14, 2003. The restricted stock unit agreement between you and us will evidence your award of restricted stock units. As the restricted stock units vest in accordance with the terms and conditions of the agreement, the shares of common stock relating to the vested portion of the restricted stock units will be distributed to you by electronic deposit into a book entry account for you with our transfer agent (less any shares withheld to satisfy your withholding tax obligations).

You must be an employee of Answerthink from the date you tender options through the date we grant the restricted stock units in order to receive the restricted stock units. If you do not remain an employee until the expiration date of the offer, your participation in the offer will be automatically cancelled and you will not receive any restricted stock units. In this case, your eligible options will be treated as if they had not been tendered, and your eligible options will remain outstanding on their existing terms and conditions, subject to the applicable termination provisions contained in the existing stock option award agreements between you and Answerthink.

So long as you remain employed with Answerthink or its subsidiaries, the restricted stock units will vest in three installments over a four-year period with fifty percent (50%) vesting on July 14, 2005, twenty-five percent (25%) vesting on July 14, 2006, and twenty-five percent (25%) vesting on July 14, 2007. Even if your options are currently vested, the Restricted Stock Units you receive will be subject to vesting over this four-year period.

The board of directors makes no recommendation as to whether you should tender or refrain from tendering your options in the offer. You must make your own decision on whether to tender your options.

This offer is being made under the terms and subject to the conditions of an Offer to Exchange, a related Letter of Transmittal, and a Restricted Stock Unit Agreement, which are enclosed with this letter. You should carefully read the entire Offer to Exchange and Letter of Transmittal before you decide whether to tender all or any portion of your options. To tender options, you will be required to properly complete and return to us the Letter of Transmittal and Restricted Stock Unit Agreement by the expiration date of the offer. After the expiration of the offer and upon acceptance of your tendered options, we will countersign the Restricted Stock Unit and send it back to you.

Also enclosed with this letter is a Schedule B, which is a detailed report of all of your current option grants. Please review this carefully when deciding whether or not to tender your grants. The column from which you should obtain your information regarding the number of unexercised options, vested and unvested, is the column entitled “Outstanding Options.”

If you have any questions about the offer, please contact Diane Tuccito at (404) 682-2444.

We thank you for your continued efforts on behalf of Answerthink, Inc.

Sincerely,

Ted A. Fernandez

Chairman and Chief Executive Officer

Enclosures

EX-99.(D)(1)

Exhibit (d)(1)

ANSWERTHINK, INC.

1998 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

Answerthink, Inc., a Florida corporation (the “Company”), hereby grants restricted stock units relating to shares of its common stock, $.001 par value (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Answerthink, Inc. 1998 Stock Option and Incentive Plan (the “Plan”).

Grant Date:                     , 20        

Name of Grantee:                                              

Grantee’s Social Security Number:             -            -            

Number of Restricted Stock Units Covered by Grant:                

By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Grantee:                                                                                          

(Signature)

Company:                                                                                       

(Signature)

Title:                                                                       

Attachment

This is not a stock certificate or a negotiable instrument.

ANSWERTHINK, INC.

1998 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

Restricted Stock Unit Transferability This grant is an award of stock units in the number of units set forth on the cover sheet, subject to the vesting conditions described below (“Restricted Stock Units”). Your Restricted Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process.

Definitions Capitalized terms not defined in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. The following additional terms have the meanings provided below:

“Service” means service by you as an employee, officer, director or consultant to the Company or an Affiliate. A change in your position or duties will not result in interrupted or terminated Service so long as you continue to be an employee, officer, director of the Company or an Affiliate. If on termination of your Service as an employee, officer or director the Company retains you as a consultant, the Company may, in its sole discretion, provide that your Service continues for purposes of vesting in the Restricted Stock Units.

Vesting Your Restricted Stock Unit grant vests as to fifty percent (50%) of the total number of Restricted Stock Units shown on the cover sheet on the second anniversary of the Grant Date. An additional twenty five percent (25%) of the Restricted Stock Units under this Restricted Stock Unit grant will become vested on each of the third and fourth anniversaries of the Grant Date, provided you then continue in Service. The resulting aggregate number of vested Restricted Stock Units will be rounded down to the nearest whole number of Restricted Stock Units. One hundred percent (100%) of the total number of Restricted Stock Units under this Restricted Stock Unit grant will become vested upon your termination of Service due to your death. You will be deemed to continue Service for purposes of vesting for twelve (12) months after your termination of employment due to disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. You may not vest in more than the number of Restricted Stock Units covered by this grant.

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Except as may be provided in this Agreement, an applicable employment agreement between you and the Company or an Affiliate or other plan or agreement, no additional Restricted Stock Units will vest after your Service has terminated for any reason.

Delivery of Stock Pursuant to Vested Units A certificate for the vested shares of Stock represented by the Restricted Stock Units shall be delivered to you on the second, third and fourth anniversaries of the Grant Date; provided, that, if any such anniversary of the Grant Date occurs during a period in which you are (i) subject to a lock-up agreement restricting your ability to sell Stock in the open market or (ii) are restricted from selling Stock in the open market because a trading window is not available, delivery of such vested shares will be delayed until the date immediately following the expiration of the lock-up agreement or the opening of a trading window.

Forfeiture of Unvested Units In the event that your Service terminates for any reason other than because of your death or disability, unless otherwise provided in an applicable employment agreement between you and the Company or an Affiliate or other plan or agreement, you will forfeit all of the Restricted Stock Units that have not yet vested.

Non-Competition Forfeiture If you take actions in competition with the Company while employed or within six (6) months after termination of employment, you shall be required to transfer to the Company a number of shares of Company stock equal to the number of shares in which you vested during the six (6) month period preceding your termination of Service (the “Look-back Period”), or if such shares have been sold, you must pay to the Company an amount equal to the aggregate value that you realized on the sale of shares you received pursuant to vesting in Restricted Stock Units during the Look-back Period. Any amount required to be paid by you to the Company pursuant to this paragraph shall be reduced by any amount repaid by you to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002. Unless otherwise specified in an employment or other agreement between you and the Company, you take action in competition with the Company if you directly or indirectly own any interest in, operate, join, control or participate as a founder, partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or perform

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any services for, any entity which competes with or has material operations which compete with any business in which the Company or any of its affiliates is engaged during your employment or other relationship with the Company or any of its affiliates or Service Providers or at the time of the your termination of employment or other relationship. The ownership by you of less than five percent (5%) of the outstanding stock of any corporation listed on a national securities exchange shall not be deemed a violation of this provision.

Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Restricted Stock Units or your acquisition of Stock under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to this grant, the Company will have the right to: (i) require that you arrange such payments to the Company, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of shares of Stock subject to the Restricted Units granted pursuant to this Agreement in an amount equal to the withholding or other taxes due.

Retention Rights This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason.

Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been delivered to you. You will, however, be entitled to receive, upon the Company’s payment of a cash dividend on outstanding Stock, a cash payment for each Restricted Stock Unit that you hold as of the record date for such dividend equal to the per-share dividend paid on the Stock.

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Adjustments	In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Florida, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact Jose Estevez-Lugoat 305-375-8005 to request paper copies of these documents.
The Plan	The text of the Plan is incorporated in this Agreement by reference. This Agreement, the Plan, and an applicable employment agreement with the Company, if any, constitute the entire understanding between you and the Company regarding this grant of Restricted Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. The Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

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